Who is the new XPO board member?

Michael Kneeland, who is non-executive chairman of United Rentals. He joined United Rentals in 1998, led it as chief executive officer from 2007 to 2019, including 10 concurrent years as president, and became chairman upon retiring in 2019.

When does Mr. Kneeland's board service begin and how long is his initial term?

The Board appointed him on July 24, 2026, effective July 27, 2026. He will serve an initial term until XPO's 2027 annual meeting of stockholders, or until a successor is elected and qualified or his earlier resignation, retirement, death, disqualification or removal.

How is Mr. Kneeland compensated as a director?

As a non-employee director, he receives an annual cash retainer of $80,000 and an annual RSU grant currently valued at $190,000. The RSU grant is made on the first business day of each calendar year and vests on the first business day of the next year. He received a prorated grant of 388 RSUs on July 27, 2026, vesting January 4, 2027.

Does the appointment involve any related party transactions or conflicts?

The filing states there have been no related party transactions between XPO and Mr. Kneeland reportable under Item 404(a) of Regulation S-K since the beginning of the last fiscal year. It also states there are no arrangements or understandings with other persons for his selection and no family relationships with XPO's directors or executive officers.

What does the board change mean for the board's composition?

According to the attached press release, the appointment expands XPO's board to eight members, seven of whom are independent.

XPO 8-K: Leadership Changes

01—Abstract

Summary

Summary of the 8-K filed July 27, 2026. Cited figures are marked; the original filing is the authoritative source.

XPO, Inc. filed a Form 8-K dated July 27, 2026 to report that its Board of Directors appointed Mr. Michael Kneeland as a director, effective July 27, 2026.

The Board made the appointment on July 24, 2026. Mr. Kneeland is non-executive chairman of United Rentals, previously served as its chief executive officer from 2007 to 2019, and has been a director of GXO Logistics, Inc. since 2025 and non-executive chair of Gildan Activewear Inc. since 2024. The filing states that the appointment expands the board to eight members, seven of whom are independent, according to the attached press release.

Under the Company's bylaws, Mr. Kneeland will serve an initial term until the 2027 annual meeting of stockholders. As a non-employee director, he will receive an annual cash retainer of $80,000^a and an annual restricted stock unit grant currently valued at $190,000, granted on the first business day of each calendar year and vesting on the first business day of the next calendar year. On July 27, 2026, he received a prorated grant of 388 RSUs vesting on January 4, 2027.

The filing reports no related party transactions with Mr. Kneeland under Item 404(a) of Regulation S-K and no family relationships with directors or executive officers. For investors, this is a governance-level event with no financial results, guidance, or transaction terms disclosed in the filing. The board addition is the main item, and the compensation details are the only quantified terms.

02—Key points

Key Highlights

Michael Kneeland appointed to XPO's Board of Directors effective July 27, 2026, with the Board action taken July 24, 2026
Kneeland is non-executive chairman of United Rentals and previously served as its CEO from 2007 to 2019
Kneeland also serves as a director of GXO Logistics, Inc. (since 2025) and non-executive chair of Gildan Activewear Inc. (since 2024)
The appointment expands the board to eight members, seven of whom are independent, per the press release
Non-employee director compensation: $80,000 annual cash retainer and an annual RSU grant currently valued at $190,000
Prorated grant of 388 RSUs received July 27, 2026, vesting January 4, 2027
Initial term runs until the 2027 annual meeting of stockholders; no related party transactions or family relationships disclosed

03—Questions

Frequently Asked Questions

Who is the new XPO board member?
Michael Kneeland, who is non-executive chairman of United Rentals. He joined United Rentals in 1998, led it as chief executive officer from 2007 to 2019, including 10 concurrent years as president, and became chairman upon retiring in 2019.
When does Mr. Kneeland's board service begin and how long is his initial term?
The Board appointed him on July 24, 2026, effective July 27, 2026. He will serve an initial term until XPO's 2027 annual meeting of stockholders, or until a successor is elected and qualified or his earlier resignation, retirement, death, disqualification or removal.
How is Mr. Kneeland compensated as a director?
As a non-employee director, he receives an annual cash retainer of $80,000 and an annual RSU grant currently valued at $190,000. The RSU grant is made on the first business day of each calendar year and vests on the first business day of the next year. He received a prorated grant of 388 RSUs on July 27, 2026, vesting January 4, 2027.
Does the appointment involve any related party transactions or conflicts?
The filing states there have been no related party transactions between XPO and Mr. Kneeland reportable under Item 404(a) of Regulation S-K since the beginning of the last fiscal year. It also states there are no arrangements or understandings with other persons for his selection and no family relationships with XPO's directors or executive officers.
What does the board change mean for the board's composition?
According to the attached press release, the appointment expands XPO's board to eight members, seven of whom are independent.

04—Continue

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